Mergers & Acquisitions

  • August 21, 2019

    Increased DIP Cash Rescues Philly Hospitals' Ch. 11 Case

    Concessions from unsecured creditors and post-petition lenders helped rescue the troubled debtor-in-possession financing being sought by Philadelphia hospital operator Center City Healthcare LLC on Wednesday, providing additional cash for the debtor to pursue its Chapter 11 goals.

  • August 21, 2019

    Fed. Circ. Temporarily Stays L'Oreal Injunction In $50M Suit

    A day after a lower court ordered L'Oreal to pay nearly $50 million for misappropriating trade secrets and infringing patents belonging to a hair care rival, the Federal Circuit on Wednesday issued a short-term stay that will allow L'Oreal to keep making and selling some of the disputed products.

  • August 21, 2019

    Pembina Snaps Up Kinder Morgan Canada, Pipeline For $3.3B

    Calgary-based Pembina Pipeline Corp. said Wednesday it has agreed to pay a combined CA$4.35 billion ($3.28 billion) to buy Kinder Morgan Canada and part of the Cochin pipeline in a deal that values the Kinder Morgan Inc. unit at CA$2.3 billion.

  • August 20, 2019

    DOJ Calls Sabre's Bluff, Challenges $360M Farelogix Merger

    The U.S. Department of Justice filed suit in a Delaware federal court Tuesday to block Sabre's planned $360 million acquisition of its "disruptive" airline booking technology competitor Farelogix, a move that comes just days after Sabre all but dared the DOJ to challenge the merger.

  • August 20, 2019

    L'Oreal Hit With $50M Damages In Olaplex Trade Secrets Suit

    L'Oreal USA Inc. will have to pay nearly $50 million for misappropriating trade secrets and infringing patents belonging to the hair care company Olaplex LLC, according to calculations detailed in a Tuesday judgment by the Delaware federal judge overseeing the case.

  • August 20, 2019

    Promise Healthcare Suitor Claims Push To Exit Ch. 11 Sale

    The manager of a once-approved buyer of bankrupt Promise Healthcare's two remaining hospitals told a Delaware judge on Tuesday he was advised in blunt terms to walk away from his $23.5 million deal by the CEO of a company now awaiting approval to acquire both facilities for $22 million.

  • August 20, 2019

    Philly Hospital Ch. 11 Case In Danger As Judge Questions DIP

    The future of a Philadelphia children’s hospital was thrown into limbo Tuesday when a Delaware bankruptcy judge said he could not approve a $65 million post-petition loan as proposed, prompting the hospital’s operator to begin last-ditch efforts to reach a new deal with its lenders.

  • August 20, 2019

    UK Issued Timely Notice On Saudi-Linked News Deals: Court

    The U.K.'s Competition Appeal Tribunal has ruled that a government official timely issued a public interest notice over a Saudi Arabia state-linked deal to buy large stakes in the Evening Standard and the digital successor to The Independent.

  • August 20, 2019

    Canada Settles Challenge To PE Firm's Software Buy

    Canada’s competition enforcer on Tuesday dropped its challenge of Thoma Bravo LLC’s recent purchase of oil and gas software provider Aucerna, after the private equity firm agreed to sell another portfolio company’s competing product.

  • August 20, 2019

    Pandora Investors Want To Rewind $3.5B Sirius Buyout

    Former Pandora Media investors challenged the company's $3.5 billion buyout by Sirius XM Radio in Delaware's Chancery Court on Tuesday, pointing to conflicted acts by the companies that produced an unfair price and an invalid merger.

  • August 20, 2019

    Deals Rumor Mill: Saudi Aramco, Cigna, Avaya

    Saudi Aramco has picked banks to assist on its planned $100 billion IPO, Cigna is looking to sell a group benefits insurance business that could be worth up to $6 billion, and a private equity firm is looking to usurp Mitel’s planned offer for California technology company Avaya.

  • August 20, 2019

    Gilead Blasts $825M Monotype Take-Private Deal

    Monotype minority shareholder Gilead Capital slammed the typeface company’s planned $825 million take-private deal in a letter Tuesday, contending the board should print its proxy statement in Comic Sans font to showcase what a "mockery" the sales process was. 

  • August 20, 2019

    Paul Hastings, Slaughter And May Guide $300M Jacobs Deal

    Texas-based Jacobs Engineering Group, advised by Paul Hastings LLP, said Tuesday that it has agreed to buy the nuclear arm of Slaughter and May-guided engineering company John Wood Group in a $300 million (£250 million) deal.

  • August 20, 2019

    5 Firms Steer Elanco's $7.6B Bayer Animal Biz Buy

    Indiana-based Elanco Animal Health said Tuesday it has agreed to buy Bayer’s animal health business in a cash and stock deal valued at $7.6 billion that was steered by five firms.

  • August 19, 2019

    Doormaker's Trade Secret Claims Shut Out By Antitrust Case

    Door part supplier Jeld-Wen can't bring trade secret claims against a rival in Texas state court, a Virginia federal judge has ruled, finding the allegations have already been hashed out in his own court amid the drawn-out antitrust battle waged by Jeld-Wen's competitor.

  • August 19, 2019

    Jilted Buyer Objects To Promise Healthcare's New Ch. 11 Sale

    A company that was set to buy two of Promise Healthcare Group LLC’s hospitals told the Delaware bankruptcy court Monday that the bankrupt hospital operator should not be allowed to finalize the $22 million sale of the properties to another buyer.

  • August 19, 2019

    Pausing Injunction Is An Emergency, L'Oreal Tells Fed. Circ.

    Immediately after a Delaware federal judge enjoined L'Oreal from making and selling certain hair color products that a jury said infringe two patents, the personal care giant turned to the Federal Circuit for an emergency stay while it gets its appeal in order.

  • August 19, 2019

    Philly Hospital Ch. 11 Progress Threatened By DIP Dispute

    Attorneys for bankrupt hospital operator Center City Healthcare LLC said Monday in Delaware that the debtor has achieved a "case altering" milestone with a $55 million bid for its doctor training program assets, but said disputes over unpaid bills for services and leases could derail that progress.

  • August 19, 2019

    Hong Kong Developer Unit Buys Greene King For £2.7B

    Hong Kong-based property developer CK Asset Holdings Ltd. said Monday a subsidiary has agreed to buy Greene King PLC in a deal steered by Clifford Chance LLP and Linklaters LLP that values the British pub operator and brewer's shares at roughly £2.7 billion ($3.28 billion).

  • August 19, 2019

    Deals Rumor Mill: Apollo Global, GoHealth, Avaya

    Apollo Global is eyeing broadcasting company Tegna Inc., Centerbridge Partners is close to snapping up a large stake in health insurance technology company GoHealth, and Avaya Holdings Corp. is mulling an offer from Mitel Networks.

  • August 19, 2019

    Chemical Cos. Defend $625M Merger Against FTC

    Evonik Industries AG hit back against the Federal Trade Commission’s bid to block its $625 million purchase of PeroxyChem Holding Co. on Friday, telling a D.C. district court that the agency’s allegations about the hydrogen peroxide market are not based in reality.

  • August 19, 2019

    Cloud Peak Energy's $15.7M Ch. 11 Sale Gets OK

    A Delaware bankruptcy judge gave his nod Monday for the $15.7 million Chapter 11 sale of most of Cloud Peak Energy Inc.'s assets, after a two-day auction last week led to a deal that also includes the assumption of more than $100 million of the bankrupt coal company's liabilities.

  • August 19, 2019

    Axinn Nabs DOJ Antitrust Veteran From Alston & Bird

    Axinn Veltrop & Harkrider LLP has hired an Alston & Bird LLP partner and former top official in the U.S. Department of Justice's Antitrust Division to join the firm's antitrust practice in Washington, Axinn announced Monday.

  • August 19, 2019

    Fresenius Seeks $46M In Del. For Broken Merger Legal Fees

    German drug and medical device maker Fresenius Kabi AG asked Delaware's Chancery Court late Friday for a $46 million litigation fee award against Akorn Inc., covering part of an alleged $123 million in “dead loss” expenses on an Akorn-induced, $4.3 billion merger meltdown last year.

  • August 19, 2019

    3 Firms Guide Catalyst's $140M Deal For Hudson's Bay Stake

    Catalyst Capital is buying a 10.05% stake in Hudson's Bay for roughly CA$187 million ($140.4 million) with help from McMillan, Brown Rudnick and Latham & Watkins, the private equity firm said Monday.

Expert Analysis

  • 3 Tech Competition Concerns In The EU And Australia

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    Recent cases involving major technology companies and their acquisition of smaller firms have called international attention to the adequacy of competition policy frameworks, and recent proposals in Europe and Australia reveal the onset of an interventionist approach from regulators, say analysts at Cornerstone Research.

  • Issues To Avoid In Fintech, Consumer Financial Services M&A

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    Fintech-specific considerations and persistent regulatory scrutiny highlight the need to understand the risks involved — and necessary due diligence — before acquiring a consumer financial products and services business, says Jonathan Pompan at Venable.

  • Crisis Messaging To Protect Law Firm Brand And Bottom Line

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    When crises occur, such as data security incidents or gender bias suits, a well-prepared law firm has a thoroughly tested communications plan at the ready, which ensures the firm is the most proactive news source, prevents the crisis from escalating and notifies stakeholders about mitigation efforts, says Zach Olsen at Infinite Global.

  • Perspectives

    What You Should Know About Courtroom Closures

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    At attorney Greg Craig’s trial in D.C. federal court this week, the courtroom was cleared so prospective jurors could answer sensitive questions. Even seasoned litigators were left wondering about the nature of this subtle, yet significant, issue involving Sixth Amendment public trial rights, says Luke Cass at Quarles & Brady.

  • Private M&A Indemnification Clarified In Chancery Ruling

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    In Hill v. LW Buyer, the Delaware Chancery Court's opinion underscores the importance of including as much detail as possible in M&A parties' indemnification claims and submitting them in a timely manner to preserve their indemnification rights, says Sawyer Duncan at King & Spalding.

  • Chancery Decision Demonstrates When To Skip Appraisal

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    The Delaware Chancery Court's Appraisal of Jarden opinion shows that stockholders should seek out appraisal proceedings arising from mergers with caution, and consider a fiduciary duty action based on an inadequate sales process if the buyer is a strategic buyer, say Michael Maimone and Joseph Schoell at Drinker Biddle.

  • Series

    Why I Became A Lawyer: A Seaweed Scientist's Odyssey

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    In the early 1980s, I was working on my Ph.D. in marine biology and ecology. As part of an international team of scientists studying oil spill impacts on marine ecosystems, I saw a niche opportunity to combine science and law, says Andrew Davis of Shipman & Goodwin.

  • Opinion

    Clients Benefit From Law Firm Expense Growth

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    Although there continue to be corporate clients who are seduced by the idea that cheapest is always best when it comes to outside counsel, there are many negative implications on service delivery that result from myopically focusing only on cost reduction at the expense of quality and innovation, says Keith Maziarek at Katten Muchin.

  • Opinion

    Changing Ethics Rules Is Key To Law Firm Innovation

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    As demonstrated by the California bar proposal to allow nonlawyers to invest in law firms, we can change the legal ethics rules in a way that protects clients while permitting firms to innovate and serve clients better, say Todd Richheimer of ​​​​​​​Lawfty and Peter Joy of Washington University Law School.

  • Unprecedented Agency Divergence On Antitrust Enforcement

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    Recent clashes between the Federal Trade Commission and the U.S. Department of Justice — in the Qualcomm antitrust case, for example — raise serious questions of fairness, efficiency and good government, says Gregory Luib of Dechert.

  • Series

    Judging A Book: Castillo Reviews 'Raising The Bar'

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    A timely new book, “Raising the Bar: Diversifying Big Law," is one of the first honest assessments of the challenging battleground for people of color at large law firms, and I hope that firm management committee members read it, says U.S. District Judge Rubén Castillo of the Northern District of Illinois.

  • FTC Concerns Over Bristol-Myers Deal Raise Questions

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    Bristol-Myers Squibb's announced divestiture of Celgene's Otezla drug seems to indicate that the Federal Trade Commission is aggressively pursuing a divestiture that may not be necessary. Hopefully, the FTC will explain its reasoning, say Brian Miller of the University of North Carolina at Chapel Hill and George Wolfe of Fried Frank.

  • Door Maker Merger Case May Transform Behavioral Remedies

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    Unless overturned by the Fourth Circuit, the Virginia federal court's extraordinary decision in the private antitrust suit Steves and Sons v. Jeld-Wen — ordering behavioral remedies for Clayton Act violations over the U.S. Department of Justice's objections — could usher in a new era of behavioral remedies, say Lauren Weinstein and Lauren Dayton of MoloLamken.

  • What The Dramatic Rise In FCPA Enforcement Means For M&A

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    The U.S. Department of Justice's recent expansion of its Foreign Corrupt Practices Act Corporate Enforcement Policy provides new incentives for companies to self-report misconduct that is discovered after a merger or acquisition, while also potentially increasing exposure for companies that sell assets tainted by corruption, say Fry Wernick and Francis Yang of Vinson & Elkins.

  • Debunking 3 Myths About Contract Attorneys

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    Although contract attorneys represent a quality source of legal work, inaccurate assumptions cause many legal departments and law firms to hesitate when considering them, say Matthew Weaver and Shannon Murphy of Major Lindsey.